Exhibit 10.39
FIFTH AMENDMENT TO CREDIT AGREEMENT
Parties:
“CoBank”: CoBank,
ACB
5500
South Quebec Street
Greenwood
Village, Colorado 80111
“Borrower”: Pilgrim’s
Pride Corporation
4845
US Highway 271 N.
Pittsburg,
Texas 75686
“Syndication
Parties”: Whose
signatures appear below
Execution Date
: August 7,
2007
Recitals:
A.
CoBank
(in its capacity as the Administrative Agent (“ Agent ”), the
Syndication Parties signatory thereto, and Borrower have entered
into that certain 2006 Amended and Restated Credit Agreement
(Convertible Revolving Loan and Term Loan) dated as of September
21, 2006, that certain First Amendment to Credit Agreement dated as
of December 13, 2006, that certain Second Amendment to Credit
Agreement dated as of January 4, 2007, and that certain Third
Amendment to Credit Agreement dated as of February 7, 2007, and
that certain Fourth Amendment to Credit Agreement dated as of July
3, 2007 (as so amended and as amended, modified, or supplemented
from time to time in the future, the “ Credit Agreement
”) pursuant to which the Syndication Parties, and any entity
which becomes a Syndication Party on or after September 21, 2006,
have extended certain credit facilities to Borrower under the terms
and conditions set forth in the Credit Agreement.
B.
Borrower
has requested that the Agent and the Syndication Parties modify the
definition of the GK Lien Date, which the Agent and the Syndication
Parties are willing to do under the terms and conditions as set
forth in this Fifth Amendment to Credit Agreement (“
Fifth
Amendment ”).
Agreement:
Now,
therefore, in consideration of the mutual covenants and
agreements herein contained and other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as
follows:
1.
Amendments to Credit Agreement . The Credit
Agreement is amended as of the Effective Date as
follows:
1.1
Sections
1.57 is amended to read as follows:
1.57
GK
Lien Date : means September 23,
2007.
2.
Conditions to Effectiveness of this Fifth Amendment
. The effectiveness of this Fifth Amendment is subject
to satisfaction, in the Administrative Agent’s sole
discretion, of each of the following conditions precedent (the date
on which all such conditions precedent are so satisfied shall be
the “ Effective Date
”):
2.1
Delivery of Executed Loan Documents . Borrower
shall have delivered to the Administrative Agent, for the benefit
of, and for delivery to, the Administrative Agent and the
Syndication Parties, the following document, duly executed by
Borrower:
A.
This
Fifth Amendment
2.2
Syndication Parties Execution; Voting Participant Approval
. The Administrative Agent shall have received (a)
written approval of this Fifth Amendment by at least the Required
Lenders (including Voting Participants); and (b) a copy of this
Fifth Amendment executed by the Syndication Parties as
required.
2.3
Representations and Warranties . The
representations and warranties of Borrower in the Credit Agreement
shall be true and correct in all material respects on and as of the
Effective Date as though made on and as of such date.
2.4
No Event of Default . No Event of Default shall
have occurred and be continuing under the Credit Agreement as of
the Effective Date of this Fifth Amendment.
2.5
Payment of Fees and Expenses . Borrower shall
have paid the Administrative Agent, by wire transfer of immediately
available federal f
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